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Delaware
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000-22573
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65-0774638
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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·
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The
term of the Employment Agreement begins effective as of June 1, 2008
and
continues until May 31, 2010 with a one (1) year potential extension
clause at the option of the
Company;
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·
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Mr.
Granville will receive a monthly salary of $27,000 for the period
beginning June 1, 2008 and ending May 31, 2010. The Company will
review
Mr. Granville’s salary on an annual basis, and such salary shall be
subject to renegotiation on the basis of the performance of Mr. Granville
and the Company;
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·
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Mr.
Granville will receive a signing bonus of $250,000, to be paid 50%
within
ten (10) days of the execution of the Employment Agreement and 50%
upon
receipt of the final $10,000,000 investment from the Quercus Trust.
The
signing bonus is partially in consideration for Mr. Granville’s
termination of his business interest in Gallagher Elevator Co., which
is
anticipated to occur within 90 days of the signing of this agreement
and
not later than September 20, 2008;
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·
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Mr.
Granville will not receive any additional restricted stock grants
under
the Employment Agreement;
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·
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Mr.
Granville was granted an option to purchase 90,000 shares of our
common
stock with an exercise price of $2.50 per share, vesting at a rate
of
3,750 shares per month over the 24-month term of the Employment Agreement;
and
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·
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In
connection with the Employment Agreement, Mr. Granville signed an
agreement regarding confidential information and non-competition
(the
“Non-Competition Agreement”) whereby Mr. Granville and the Company agree,
for a period of two years after the termination of Mr. Granville’s
employment with the Company, that:
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o
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Mr.
Granville will not render services to Conflicting Organizations (as
defined therein) or with respect to Conflicting Products (as defined
therein) without written assurances to the Company that such services
will
not be rendered in connection with any Conflicting
Product;
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o
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If,
within one month after the termination of Mr. Granville’s employment with
the Company, he is unable to find employment due solely to the
Non-Competition Agreement, the provisions of the Non-Competition
Agreement
will continue in effect so long as the Company continues to pay Mr.
Granville an amount equal to his base pay at the time of his termination
(the “Termination Payments”). The Termination Payments will continue for a
period of 23 months or until the Company gives Mr. Granville written
permission to accept conflicting employment or a written waiver of
the
provisions of the Non-Competition Agreement; and
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o
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If,
after the termination of Mr. Granville’s employment with the Company, he
accepts other employment but due solely to the Non-Competition Agreement
his gross monthly income in such other employment is less than his
base
pay at termination, the Company will pay Mr. Granville the difference
between his base pay at termination and his gross monthly income
in such
other employment.
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| 10.1 |
Executive Employment Agreement
of Thomas
Granville dated June 23, 2008.
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/s/
Thomas Granville
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Thomas
Granville
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